Corporate & Commercial

Our corporate team have the in-depth expertise from many years’ experience advising in a wide variety of sectors on acquisitions and disposals.  

Our clients are all sizes from the small business owner to the large multinational and we will work closely with you to understand the business you are or want to become.

No transaction is the same and our team know the steps and risks involved to be ideally placed to advise you in a pragmatic no-nonsense manner on:

• Legal due diligence
• Deal structures
• Finance
• Transaction documentation
• Managing the completion process
• Post-completion issues

If it is your first-time either as a selling owner, prospective buyer, or management buy- out team rest assured we understand your needs and the experience you are about to embark upon and will deal sympathetically and efficiently with any of the complex issues, which may arise.

Getting the right structure for your company with the shareholders formally agreeing their rights and responsibilities not only protects the business but each of the shareholders.

A written shareholders agreement should in clear language leave each shareholder knowing exactly where they stand on issues such as funding the company, management and reporting, changes in personnel, management of disputes, and include a means of exit over time.

 A business does not stay still, and changes can easily cause misunderstandings and conflict ending in expensive legal disputes. Our commercial experience will help guide you to consider the right questions to answer and the options available to prepare the right agreement for you.

Not everyone understands the intricacies of partnership law including the more modern hybrid company structure of Limited Liability Partnerships (LLPs).

Our corporate and commercial team have a wealth of experience in advising on Partnerships and LLP’s including drafting Partnership and LLP Agreements setting out the rights and responsibilities of the partners to each other.

Our team has also advised on a wide variety of issues with partnership structures including different type of partners, the removal or expulsion of partners and the engagement of new partners as well as dissolutions. We also advise on conversions from a traditional partnership structure to an LLP or limited company structure.

Our experience extends to helping and advising many professional and other partnership practices on their sale, or the purchase of or merger with another partnership practice.

Our clients include those from a variety of sectors and industries and whether they are in manufacturing, technology, development, entertainment or financial institutions we have acted for them in small, large and sometimes highly specialist financial transactions.

Our corporate team have considerable experience of secured and structured lending assisting clients in obtaining corporate banking and finance for acquisitions, restructures and working capital.

Together with colleagues from our Commercial Property and Development teams our we have the capability and experience in property and development finance to deliver to our clients the highest standards, and with a real commercial understanding of the issues involved.

We know how equity deals are done and are equally comfortable advising the start-up and growing company as we are the private equity backers and angel investors.

The options for both investor and company can be difficult and it is important to use a corporate team experienced in corporate finance to advise on the issues.

The Seed Enterprise Investment Scheme (SEIS) and the Enterprise Investment Scheme (EIS) are encouraging investment by high net worth individuals and business angels to invest in certain ventures. We can help to ensure such fundraising is compliant and in accordance with the terms expected.

Equity incentivisation of management teams is also an important area for a business. From individually tailored Enterprise Management Incentives (EMI) options to all-employee share-linked bonus schemes we have advised on many such schemes and their successful implementation.

Our experienced company secretarial team are well versed in providing the right kind of company secretarial support to help your business or organisation comply with the increasingly complex rules and regulations they must meet.

We can advise on the rights and responsibilities of officers, and members through to rules and procedures for decision making, conflicts of interest, accounting for benefits and stakeholder rights

Our diverse client base means our experienced and highly trained team have the expertise and resources to help you with:

• Company Formation
• Company Administration
• Statutory Compliance
• Governance and Internal Regulation

We can also provide a bespoke company secretarial service tailored to your needs, including registered office facilities.

Good businesses need good contracts and agreements. It is essential to their future, which is why for our clients it is not just the clear, straightforward language and the attention to detail that we provide, but also our approach to understanding the commercial drivers of the business. We help you to assess the options and make the right choice.

Our specialist commercial team deal in all types of contracts including those in:

• Advertising and marketing
• Agency
• Confidentiality
• Consumer
• Distribution
• E-commerce
• Franchising
• Joint ventures and collaboration
• Media
• Outsourcing
• Preliminary agreements
• Product liability and safety
• Public procurement
• Research and development
• Sponsorship
• Supply of goods and services

We can guide clients through the drafting, negotiation and conclusion of a wide variety of contracts to help them achieve their goals and advise on whether the contract raises regulatory, competition or enforceability issues.

When a business is facing the effects of insolvency it is not just the business which can be in distress. Whether you are a director, shareholder or creditor the impact on you can be very serious. Whatever your position we will be sensitive to your situation, and work with you to find and deliver a workable and commercial solution.

We have a professional and experienced team who can guide you through any insolvency process be it liquidation, administration, bankruptcy, receivership, or voluntary arrangements.

We are also used to working closely with other specialists who might be involved, such as accountants, insolvency practitioners, valuers and lenders.

Together with our Debt Recovery and Insolvency team

we can explain exactly what insolvency means for you and can advise you on issues such as:

• Buying a distressed business
• Debt restructuring and refinancing
• Directors’ duties
• Entry into formal insolvency proceedings

We also advise on the rights and options available to landlords, creditors and suppliers and other stakeholders including franchisors.

Our in-depth knowledge and experience means we also act for several insolvency practitioners and lenders, in particular with asset, business and property sales and security reviews.